EXHIBIT 4.1

                               ADVISORY AGREEMENT

      Agreement (the "Agreement")  dated as of June 25, 2004 by and among Scores
Holding Company Inc. (the "Company") and Monte Weiner (the "Advisor").

                                   WITNESSETH:

      WHEREAS,  the Company  and the Advisor  entered  into an  Agreement  dated
February 27, 2004 that provided for  compensation  to the Advisor for the ninety
(90) days prior to the date of that Agreement; and

      WHEREAS, the Company and the Advisor entered into an Agreement dated March
19, 2004 that provided for further compensation to the Advisor; and

      WHEREAS,  the  Company  desires to  compensate  the  Advisor  for  further
performance and the Advisor desires to be compensated by the Company pursuant to
the terms and conditions hereinafter set forth:

      NOW, THEREFORE,  in consideration of the foregoing and the mutual promises
and covenants herein contained, it is hereby agreed as follows:

      SECTION 1.  Retention.  (a) The  Company  hereby  retains the Advisor on a
non-exclusive  basis to perform the services  set forth in  paragraph  (b) below
during  the one (1) year  period  following  execution  of this  Agreement  (the
"Term"),  commencing  on the date hereof,  and the Advisor  hereby  accepts such
retention  and shall  perform  for the  Company  the  duties  described  herein,
faithfully  and to the best of its ability.  During the Term,  the Advisor shall
report  directly to the President of the Company or such other senior officer of
the Company as shall be designated by the President of the Company.

      (b) The  Advisor  shall  serve as a business  advisor to the  Company  and
render such advice and services to the Company as may be reasonably requested by
the  Company  including,  without  limitation,  strategic  planning,  merger and
acquisition possibilities and business development activities including, without
limitation, the following:

            (i) study and review of the  business,  operations,  and  historical
financial  performance  of the  Company  (based  upon  management's  forecast of
financial  performance)  so as to enable the  Advisor  to provide  advice to the
Company;

            (ii) assist the Company in attempting to formulate the best strategy
to meet the Company's working capital and capital resource needs;

            (iii) assist in the  formulation  of the terms and  structure of any
reasonable proposed business combination transaction involving the Company;


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            (iv) assist in the  presentation  to the Board of  Directors  of the
Company of any proposed transaction.

      SECTION 2. Compensation. (a) The Company shall pay to the Advisor a fee of
Nine Thousand Seven Hundred Fifty Dollars  ($9,750.00) payable in 100,000 shares
of the Company's common stock (the "Common Stock") at a price that is 65% of the
stock's closing price on the date of this Agreement  ($0.0975 per share based on
Closing  price  of  $0.15),  and  which  shares  shall  be  registered  with the
Securities & Exchange  Commission  on Form S-8. The fee is in  consideration  of
performance under this Agreement. The Company and the Advisor agree to meet from
time-to-time to discuss further compensation based on performance.

      SECTION 3.  Confidential  Information.  The Advisor agrees that during and
after the Term, it will keep in strictest  confidence,  and will not disclose or
make  accessible to any other person without the written consent of the Company,
the  Company's  products,  services  and  technology,  both  current  and  under
development,  promotion and marketing  programs,  lists, trade secrets and other
confidential and proprietary  business  information of the Company or any of its
clients and third parties including, without limitation, Proprietary Information
(as  defined in Section 7) (all of the  foregoing  is  referred to herein as the
"Confidential  Information").  The  Advisor  agrees  (a)  not  to use  any  such
Confidential  Information  for  himself or others;  and (b) not to take any such
material or  reproductions  thereof from the  Company's  facilities  at any time
during the Term  except,  in each  case,  as  required  in  connection  with the
Advisor's duties hereunder.

      Notwithstanding the foregoing,  the parties agree that the Advisor is free
to use (a)  information in the public domain not as a result of a breach of this
Agreement,  (b)  information  lawfully  received  form a third party who had the
right to disclose such information and (c) the Advisor's own independent  skill,
knowledge,  know-how and  experience  to whatever  extent and in whatever way he
wishes, in each case consistent with his obligations as the Advisor and that, at
all times, the Advisor is free to conduct any research relating to the Company's
business.

      SECTION 4. Ownership of Proprietary  Information.  The Advisor agrees that
all information  that has been created,  discovered or developed by the Company,
its  subsidiaries,  affiliates,  licensors,  licensees,  successors  or  assigns
(collectively,  the "Affiliates")  (including,  without limitation,  information
relating to the  development  of the  Company's  business  created,  discovered,
developed  by the  Company  or  any  of its  affiliates  during  the  Term,  and
information  relating  to the  Company's  customers,  suppliers,  advisors,  and
licensees)  and/or in which  property  rights have been  assigned  or  otherwise
conveyed to the  Company or the  Affiliates,  shall be the sole  property of the
Company or the Affiliates, as applicable,  and the Company or the Affiliates, as
the case may be,  shall be the sole owner of all patents,  copyrights  and other
rights in connection  therewith,  including without limitation the right to make
application  for statutory  protection.  All the  aforementioned  information is
hereinafter called  "Proprietary  Information." By way of illustration,  but not
limitation,   Proprietary   Information   includes  trade  secrets,   processes,
discoveries,  structures,  inventions,  designs,  ideas,  works  of  authorship,
copyrightable works, trademarks, copyrights, formulas, improvements, inventions,
product concepts,  techniques,  marketing plans, merger and acquisition targets,
strategies,  forecasts, blueprints, sketches, records, notes, devices, drawings,
customer    lists,    patent    applications,     continuation     applications,
continuation-in-part  applications,  file wrapper continuation  applications and
divisional  applications  and information  about the Company's  Affiliates,  its
employees and/or advisors (including,  without limitation, the compensation, job
responsibility and job performance of such employees and/or advisors).


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      All original content,  proprietary  information,  trademarks,  copyrights,
patents or other  intellectual  property  created by the  Advisor  that does not
include  any  specific  information   relative  to  the  Company's   proprietary
information, shall be the sole and exclusive property of the Advisor.

      SECTION 5.  Indemnification.  The Company  represents  that all  materials
provided  or to be provided  to the  Advisor or any third  party  regarding  the
Company's financial affairs or operations are and shall be truthful and accurate
and in compliance with any and all applicable federal and state securities laws.
The Company  agrees to indemnify and hold harmless the Advisor and its advisors,
professionals  and affiliates,  the respective  directors,  officers,  partners,
members,  managers,  agents  and  employees  and  each  other  person,  if  any,
controlling the Advisor or any of its affiliates to the full extent lawful, from
and against all losses,  claims,  damages,  liabilities and expenses incurred by
them (including  reasonable  attorneys' fees and disbursements) that result from
actions taken or omitted to be taken  (including any untrue  statements  made or
any statement omitted to be made) by the Company,  its agents or employees which
relate to the scope of this Agreement and the performance of the services by the
Advisor contemplated hereunder. The Advisor will jointly and severally indemnify
and hold harmless the Company and the respective  directors,  officers,  agents,
affiliates  and  employees  of the Company  from and against all losses,  claims
damages,  liabilities and expenses that result from bad faith,  gross negligence
or unauthorized  representations  of the Advisor.  Each person or entity seeking
indemnification  hereunder shall promptly notify the Company, or the Advisor, as
applicable,  of any loss, claim,  damage or expense for which the Company or the
Advisor,  as applicable,  may become liable pursuant to this Section 8. No party
shall pay, settle or acknowledge  liability under any such claim without consent
of the party  liable for  indemnification,  and shall  permit the Company or the
Advisor, as applicable,  a reasonable opportunity to cure any underlying problem
or to mitigate actual or potential  damages.  The scope of this  indemnification
between the Advisor  and the  Company  shall be limited to, and pertain  only to
certain transactions contemplated or entered into pursuant to this Agreement.

      The Company or the Advisor,  as applicable,  shall have the opportunity to
defend any claim for which it may be liable hereunder,  provided it notifies the
party claiming the right to  indemnification in writing within fifteen (15) days
of notice of the claim.

      The rights  stated  pursuant to this Section 8 shall be in addition to any
rights  that  the  Advisor,  the  Company,  or  any  other  person  entitled  to
indemnification may have in common law or otherwise,  including, but not limited
to, any right to contribution.

      SECTION 6. Notices. Any notice or other communication under this Agreement
shall be in  writing  and shall be deemed  to have  been  duly  given:  (a) upon
facsimile  transmission (with written  transmission  confirmation report) at the
number  designated  below;  (b)  when  delivered   personally   against  receipt
therefore;  (c) one day after being sent by Federal Express or similar overnight
delivery;  or (d) five (5)  business  days  after  being  mailed  registered  or
certified mail, postage prepaid.  The addresses for such communications shall be
as set forth  below or to such  other  address  as a party  shall give by notice
hereunder to the other party to this Agreement.


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                  If to the Company:                 Scores Holding Company Inc.
                                                     533-535 W. 27th Street
                                                     New York, NY 10001
                                                     Attn:  Richard Goldring
                                                     Tel:  (212) 868-4900
                                                     Fax:  (212) 868-4414

                  If to the Advisor:                 Monte Weiner
                                                     909 10th Street South
                                                     #205
                                                     Naples, Florida 34102
                                                     (239) 262-6095

      SECTION  7.  Status  of  Advisor.  The  Advisor  shall be  deemed to be an
independent  contractor and, except as expressly  provided or authorized in this
Agreement,  shall have no  authority  to act for on behalf of or  represent  the
Company. This Agreement does not create a partnership or joint venture.

      SECTION 8. Other  Activities of Advisor.  The Company  recognizes that the
Advisor now renders and may continue to render  financial  consulting  and other
investment  banking  services to other  companies,  which may or may not conduct
business and activities  similar to those of the Company.  The Advisor shall not
be  required to devote its full time and  attention  to the  performance  of its
duties  under  this  Agreement,  but shall  devote  only so much of its time and
attention as it deems reasonable or necessary for such purposes.

      SECTION  9.  Successors  and  Assigns.  This  Agreement  and  all  of  the
provisions  hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. This Agreement and
any of the rights,  interests or  obligations  hereunder  may be assigned by the
Advisor without the prior written consent of the Company. This Agreement and any
of the rights,  interests or  obligations  hereunder  may not be assigned by the
Company  without the prior written  consent of the Advisor,  which consent shall
not be unreasonably withheld.

      SECTION 10. Severability of Provisions. If any provision of this Agreement
shall be declared by a court of competent jurisdiction to be invalid, illegal or
incapable of being  enforced in whole or in part,  the remaining  conditions and
provisions  or  portions  thereof  shall  nevertheless  remain in full force and
effect and enforceable to the extent they are valid, legal and enforceable,  and
no  provision  shall be deemed  dependent  upon any other  covenant or provision
unless so expressed herein.

      SECTION  11.  Entire  Agreement;  Modification.  This  Agreement  and  the
schedules  hereto contains the entire  agreement of the parties  relating to the
subject  matter  hereof,  and  the  parties  hereto  and  thereto  have  made no
agreements, representations or warranties relating to the subject matter of this
Agreement  which are not set forth herein.  No amendment or modification of this
Agreement  shall be valid  unless  made in  writing  and  signed  by each of the
parties hereto.


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      SECTION 12. Non-Waiver. The failure of any party to insist upon the strict
performance  of any of the terms,  conditions  and  provisions of this Agreement
shall not be  construed  as a waiver  or  relinquishment  of  future  compliance
therewith,  and said terms, conditions and provisions shall remain in full force
and effect.  No waiver of any term or condition of this Agreement on the part of
any party shall be effective for any purpose whatsoever unless such waiver is in
writing and signed by such party.

      SECTION  13.  Governing  Law.  The  parties  hereto  acknowledge  that the
transactions  contemplated  by this Agreement bear a reasonable  relation to the
state of New York.  This  Agreement  shall be  governed  by, and  construed  and
interpreted  in  accordance  with,  the  internal  laws of the state of New York
without  regard to such state's  principles  of  conflicts of laws.  The parties
irrevocably and  unconditionally  agree that the exclusive place of jurisdiction
for any action, suit or proceeding  ("Actions") relating to this Agreement shall
be in the state  and/or  federal  courts  situate in the county and state of New
York.  Each party  irrevocably and  unconditionally  waives any objection it may
have to the venue of any Action brought in such courts or to the  convenience of
the forum.  Final  judgment in any such Action  shall be  conclusive  and may be
enforced in other  jurisdictions  by suit on the  judgment,  a certified or true
copy of which  shall be  conclusive  evidence  of the fact and the amount of any
indebtedness or liability of any party therein described.  Service of process in
any  Action  by any  party  may be made by  serving  a copy of the  summons  and
complaint,  in addition to any other relevant documents, by commercial overnight
courier to any other party at their address set forth in this Agreement.

      SECTION 14.  Headings.  The  headings of the  Sections  are  inserted  for
convenience  of reference only and shall not affect any  interpretation  of this
Agreement.

      SECTION 15.  Counterparts.  This  Agreement may be executed in counterpart
signatures,  each of which shall be deemed an original,  but all of which,  when
taken  together,  shall  constitute  one  and  the  same  instrument,  it  being
understood  that both parties need not sign the same  counterpart.  In the event
that any signature is delivered by facsimile transmission,  such signature shall
create a valid and binding obligation of the party executing (or on whose behalf
such  signature is executed)  the same with the same force and effect as if such
facsimile signature page were an original thereof.


      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first written above.


                                               SCORES HOLDING COMPANY INC.

                                               By: /s/ Richard Goldring
                                                   ---------------------------
                                                   Richard Goldring, President

                                               Mr. Monte Weiner

                                               By: /s/ Monte Weiner
                                                   --------------------------


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